Federal Register / Vol. 86, No. 136 / Tuesday, July 20, 2021 / Notices 38389 

70 15 U.S.C. 78s(b)(3)(A). 

71 17 CFR 240.19b–4(f). 

72 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

DTC has not received or solicited any 

written comments relating to this 

proposal. DTC will notify the 

Commission of any written comments 

received by DTC. 

III. Date of Effectiveness of the 

Proposed Rule Change, and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A) 70 of the Act and paragraph 

(f) 71 of Rule 19b–4 thereunder. At any 

time within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

DTC–2021–012 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–DTC–2021–012. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of DTC and on DTCC’s website 

(http://dtcc.com/legal/sec-rulefilings.aspx). All comments received 

will be posted without change. Persons 

submitting comments are cautioned that 

we do not redact or edit personal 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–DTC– 

2021–012 and should be submitted on 

or before August 10, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.72

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15345 Filed 7–19–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92405; File No. SR– 

NYSEArca–2021–56] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Equities Listing Fee Schedule 

July 14, 2021. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on June 30, 

2021, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE Arca Equities listing fee schedule 

to modify the initial listing fees for 

equity securities and warrants and 

adopt fee provisions specific to groups 

of three or more listed REITs under 

common control. The proposed rule 

change is available on the Exchange’s 

website at www.nyse.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Initial Listing Fees 

NYSE Arca charges initial listing fees 

for the listing of common stock, 

preferred stock and warrants of 

operating companies based on the 

number of shares of the issuer 

outstanding at the time of initial listing 

(or, in the case of listed foreign private 

issuers, the number of shares 

outstanding in the United States), based 

on the following current schedule: 

Up to and including 30 million shares 

outstanding—$100,000 

More than 30 million shares outstanding 

up to and including 50 million shares 

outstanding—$125,000 

More than 50 million shares 

outstanding—$150,000 

The Exchange proposes to reduce the 

initial fee levels to the following: 

Up to and including 30 million shares 

outstanding—$55,000 

More than 30 million shares outstanding 

up to and including 50 million shares 

outstanding—$60,000 

More than 50 million shares 

outstanding—$75,000 

The Exchange believes that these 

proposed fee levels are more consistent 


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38390 Federal Register / Vol. 86, No. 136 / Tuesday, July 20, 2021 / Notices 

4The following is the Annual Fee schedule for 

common stock and preferred stock: 

Up to and including 10 million shares—$30,000 

More than 10 million shares up to and including 

100 million shares—$30,000 plus $0.000375 per 

share above 10 million 

More than 100 million shares—$85,0000 

5See Section 902.03A of the NYSE Listed 

Company Manual. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(4). 

8 15 U.S.C. 78f(b)(5). 

with its actual costs in processing listing 

applications than those charged under 

the current fee schedule. 

REIT Group Fee Discount 

The Exchange proposes to provide 

group discounts for listings of common 

stock, preferred stock and warrants 

where three or more real estate 

investment trusts (‘‘REITs’’) are listed on 

the Exchange and are externally 

managed by the same entity or entities 

under common control. 

Initial Listing Fee Discount: As 

proposed, if substantially all of the 

operations of three or more REITs that 

list in the same calendar year are 

externally managed by the same entity 

or by entities under common control, 

the initial listing fees payable by such 

REITs will be capped at an aggregate of 

$165,000 (the ‘‘REIT Group Cap’’), to be 

divided among such issuers in 

proportion to the shares they list at the 

time of initial listing. The applicability 

of the REIT Group Cap to REITs listed 

during a calendar year will be 

determined at the end of such calendar 

year. If a REIT is entitled to a reduced 

listing fee under the REIT Group Cap, 

such REIT will be entitled to receive a 

credit against the following calendar 

year’s annual fee and, where applicable, 

annual fees payable in subsequent 

calendar years. 

Annual Fee Discount: As proposed, if 

substantially all of the operations of 

each of a group of three or more listed 

REITs are externally managed by the 

same entity or by entities under 

common control, each REIT in the group 

will receive a 50% discount on the 

applicable Annual Fees in relation to 

any year or portion of a year for which 

the common management relationship 

continues in existence.4

A limited number of publicly traded 

REITs have their operations externally 

managed by another entity pursuant to 

a management agreement. Typically, the 

REIT itself does not have any direct 

employees. Rather, the external manager 

is entirely responsible for managing and 

staffing the operations of the company, 

in return for management fees and the 

reimbursement of expenses as set forth 

in the management agreement. In a 

limited number of cases, a single entity 

or affiliated entities may externally 

manage more than one REIT. As an 

incentive for all the REITs in such a 

group to list on the Exchange and to 

reflect the efficiencies described below, 

the Exchange believes that it is 

appropriate to offer a group discount on 

initial listing fees and annual fees when 

there are at least three REITs under 

common management. 

The Exchange believes that the 

proposed initial and annual fee 

discounts for a group of three or more 

REITs that are under common control is 

equitable and is not unfairly 

discriminatory, as there are meaningful 

efficiencies for the Exchange in dealing 

with the same external management 

team for multiple REITs. The resources 

the Exchange expects to expend when 

dealing with a single external manager 

in processing the new listing of multiple 

REITs in a single calendar year or with 

respect to the ongoing client service and 

compliance review of multiple REITS 

under common control are significantly 

less than would be the case for a REIT 

that is not part of such a group, so the 

Exchange believes the proposed 

discount is appropriate. 

The Exchange notes that the New 

York Stock Exchange provides an 

annual fee discount for REITs that are 

externally managed by the same entity 

or by entities under common control.5

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,6 in general, and 

furthers the objectives of Section 

6(b)(4) 7 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

change is consistent with Section 6(b)(5) 

of the Act,8 in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest and is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange operates in a highly 

competitive marketplace for the listing 

of equity securities. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. 

The Exchange believes that the ever 

shifting market share among the 

exchanges with respect to new listings 

and the transfer of existing listings 

between competitor exchanges 

demonstrates that issuers can choose 

different listing markets in response to 

fee changes. Accordingly, competitive 

forces constrain exchange listing fees. 

Stated otherwise, changes to exchange 

listing fees can have a direct effect on 

the ability of an exchange to compete for 

new listings and retain existing listings. 

The Exchange believes that the 

proposed modification to the initial 

listing fee schedule is equitable and is 

not unfairly discriminatory as it will be 

applied to all listing applicants in a 

consistent and transparent manner and 

is being proposed for the purpose of 

aligning initial listing fees more closely 

with the Exchange’s actual costs in 

processing new listings. 

The Exchange believes that the 

proposed initial and annual fee 

discounts for a group of three or more 

REITs that are under common control is 

equitable and is not unfairly 

discriminatory, as there are meaningful 

efficiencies for the Exchange in dealing 

with the same external management 

team for multiple REITs. The resources 

the Exchange expects to expend when 

dealing with a single external manager 

in processing the new listing multiple 

REITs in a single calendar year or with 

respect to the ongoing client service and 

compliance review of multiple REITS 

under common control are significantly 

less than would be the case for a REIT 

that is not part of such a group, so the 

Exchange believes the proposed 

discount is appropriate. 

The Exchange does not expect the 

proposed rule changes would affect the 

Exchange’s commitment of resources to 

its regulatory programs. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intramarket Competition: All 

operating companies listing on the 

Exchange will be eligible to avail 

themselves of the proposed modified 

initial fee schedule. Therefore, the 

Exchange does not believe that the 

proposed changes to the initial listing 

fee schedule will have any meaningful 

effect on the competition among issuers 

listed on the Exchange. The purpose of 

the proposed group discount for REITs 

under common external management is 


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Federal Register / Vol. 86, No. 136 / Tuesday, July 20, 2021 / Notices 38391 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(2). 

11 15 U.S.C. 78s(b)(2)(B). 12 17 CFR 200.30–3(a)(12). 

recognize the significant efficiencies the 

Exchange experiences in dealing with a 

common manager for multiple issuers. 

As only a small percentage of listed 

companies are expected to qualify for 

the proposed discount, the Exchange 

does not believe that it will have any 

meaningful effect on the competition 

among issuers listed on the Exchange. 

Intermarket Competition: The 

Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees in response, 

and because issuers may change their 

listing venue, the Exchange does not 

believe its proposed fee changes can 

impose any burden on intermarket 

competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 9 of the Act and 

subparagraph (f)(2) of Rule 19b–4 10

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 11 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File No. SR– 

NYSEArca–2021–56 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File No. 

NYSEArca–2021–56. This file number 

should be included on the subject line 

if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File No. 

NYSEArca–2021–56, and should be 

submitted on or before August 10, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15340 Filed 7–19–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: 2:00 p.m. on Thursday, 

July 22, 2021. 

PLACE: The meeting will be held via 

remote means and/or at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will be closed to 

the public. 

MATTERS TO BE CONSIDERED: 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the closed meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

In the event that the time, date, or 

location of this meeting changes, an 

announcement of the change, along with 

the new time, date, and/or place of the 

meeting will be posted on the 

Commission’s website at https://

www.sec.gov. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) 

and (10) and 17 CFR 200.402(a)(3), 

(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and 

(a)(10), permit consideration of the 

scheduled matters at the closed meeting. 

The subject matter of the closed 

meeting will consist of the following 

topics: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings; 

Resolution of litigation claims; and 

Other matters relating to examinations 

and enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting agenda items that 

may consist of adjudicatory, 

examination, litigation, or regulatory 

matters. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Dated: July 15, 2021. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2021–15472 Filed 7–16–21; 11:15 am] 

BILLING CODE 8011–01–P 


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